MT|SHRM: [About Us - By Laws of MT|SHRM]

MT|SHRM By-Laws

ARTICLE I – Name and Affiliation
Section 1. Name	The name of the Chapter is the Middle Tennessee Society for Human Resource Management, or MT-SHRM (herein referred to as the "Chapter"). The Chapter will refer to itself as Middle Tennessee SHRM or MT-SHRM and not as SHRM or the Society for Human Resource Management.
Section 2. Affiliation	The Chapter is affiliated with the Society for Human Resource Management (herein referred to as "SHRM").
Section 3. Relationships	The Chapter is a separate legal entity from SHRM. It shall not be deemed to be an agency or instrumentality of SHRM or of a State Council, and SHRM shall not be deemed to be an agency or instrumentality of the Chapter. The Chapter shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. The Chapter shall not contract in the name of SHRM without the express written consent of SHRM.

ARTICLE II – Mission Statement
The Chapter's purpose is to be recognized in the communities we serve as leaders in Human Resource Management by:
(A)	providing high quality, dynamic and responsive programs and services to our members;
(B)	being the voice of the profession on human resource management issues, and
(C)	facilitating the development and guiding the direction of the Human Resource profession.
ARTICLE III – Fiscal Year
The fiscal year of the Chapter shall be the calendar year.

Section 1.
Terms & Levels

The qualifications for membership in the Chapter will be as stated in this Article. To achieve the mission of the Chapter there will be no discrimination in individual memberships because of race, religion, sex, age, national origin or handicap. Memberships are individual and are not transferable to other individuals. Persons possessing the necessary qualifications may, upon approval of the Society, be admitted to membership in the Chapter in one of the following levels:

(A) Professional Members

Membership will be limited to those individuals who are:
A.	Engaged in the profession of human resource management at the exempt level for at least three years
B.	Certified by the Human Resource Certification Institute
C.	Faculty members holding an assistant, associate or full professor rank in human resource management or any of its specialized functions at an accredited college or university and have at least three years of experience at this level of teaching
D.	Full-time consultants with at least three years experience in the field of human resource management, or
E.	Full-time attorneys with at least three years experience in counseling and advising clients on matters relating to the human resource profession. Professional members may vote and hold office in the Chapter

(B) Associate Members

Associate members may include individuals who are either in a non-exempt human resource position or who otherwise do not meet the requirements of the Professional member category, but who demonstrate a bona fide interest in human resource management and the mission of the Chapter. This membership status would include individuals holding a designated office, role or position in an organization that is deemed a key strategic partner by the Board for the furtherance of the mission and goals of the Chapter. Associate members are extended all the courtesies of the Chapter except for the right to vote or hold a Board of Directors position. Associate Members may serve on committees and hold Vice Chair positions.

Student membership is a benefit available to members of locally chartered SHRM Student Chapters. Student membership is also open to individuals recognized by SHRM as At-Large Student Members and who are actively enrolled in a Human Resources related degree program at an accredited college or university. Student members’ chapter dues are waived so long as they meet the current requirements of their college chapter and/or are active as At-Large Student members with National SHRM. Student members are extended all courtesies of the Chapter except the right to vote, act as vice-chair of a committee or hold office.

Chapter membership dues for the senior faculty advisor to any participating local student chapter will also be waived.

(D) Past President Life Members

Life Membership will be conferred on each Past President in appreciation of service and leadership to the Chapter. Past President Life Members will be entitled to all privileges of Professional Members. There will be no annual dues applicable to this class of membership.

(E) Special Expertise Members

This category may include individuals whose unique expertise, credentials, and experiences are determined by a 2/3 majority of the Board to be beneficial to the Chapter. Special Expertise Members will become members only upon invitation of the Board. Special Expertise Members may vote and hold office in the Chapter.

Section 2.
Application for Membership

Application for membership will be on the Chapter application form found online at www.mtshrm.org. All applications will be reviewed by the Membership Chair and approved by the Membership Committee. New members will be afforded full membership rights in accordance with their membership level from the date of application approval.

Section 3.
Voting

Each Professional and Special Expertise member of the Chapter will have the right to cast one vote on each matter brought before a vote of the members. Associate and Student are not eligible to vote. Votes will be tallied by the administrative assistant and reviewed by the Past-President or may be counted and verified by an ad-hoc committee appointed by the Board of Directors.

Section 4.
Dues

Annual membership dues will be established for the next year by the Board of Directors prior to January 1 of each year.

Section 5.
Retention & Transferability of Membership

If a current member becomes unemployed or changes to a non-human resources professions, that individual may retain his/her membership status and may delay renewal payment of chapter dues for up to one year.
Chapter membership is considered an “individual” membership rather than a “firm” or “company” membership. Therefore, transfer of membership from one individual to another, even one employed by the same organization, is not permitted.

Section 6.
Termination of Membership

Any member failing to maintain the membership requirements as outlined above will forfeit his/her membership in the Chapter. If it becomes apparent through investigation by the Board that an individual has joined the Association without meeting the criteria specified for the appropriate class of Membership, the Board reserves the right to take action to discontinue the individual’s membership at any time without the refund of dues.

ARTICLE V– Meetings of Members
Section 1. Regular Meetings	Regular meetings of the members will be held in the Nashville area on the second Thursday of each month or as otherwise determined by the Board of Directors. An alternate chapter meeting will be held in the Brentwood/Cool Springs area on the fourth Thursday of each month or as otherwise determined by the Board of Directors.
Section 2. Special Meetings	Special meetings of members may be called by the President, the Board of Directors or by voting members numbering one-twentieth of the Chapter’s eligible voters.
Section 3. Election of Board of Directors	The election of Officers and Directors shall be held in September of an election year or at such other time as determined by the Board of Directors. The election may be conducted by Regular Meeting, Special Meeting or by Email Vote as outlined in the Chapter Bylaws.
Section 4. Notice of Meetings	Notice of all special meetings will be given to all members at least 10 days prior to the meetings. Notice of regular meetings will be given to all members at least seven days prior to the meeting.
Section 5. Quorum	Voting members who are present or represented by proxy constitute a quorum when they number one-tenth of the Chapter’s eligible voters. The vote of the majority of the quorum will be necessary for the adoption of any matter voted on.
Section 6. E-mail Voting	For email voting, all eligible members will receive a ballot via email. A response of one-tenth of eligible voters will constitute a quorum. Emailed ballots returned as undeliverable or otherwise returned will not be counted. The Chapter’s administrative assistant or another individual appointed by the Board will tally emailed ballots. Results will be printed and verified by the Past President or another individual appointed by the Board.

Section 1.
Offices

Individuals holding the following offices will be considered members of the Board of Directors and officers of the Chapter: President, President-Elect, Membership Chair, Finance Chair, Programs Chair, Legislative Chair, Workforce Planning Chair, Communications Chair, Professional Development Chair, Member Relations Chair, Sponsorship Chair and Immediate Past President. Additional members may be elected from among the eligible membership as members of the Board of Directors.

Co-chairs may be elected from among the eligible membership as members of the Board of Directors.

Section 2.
Qualification

All candidates for the Board of Directors must be or hold the rights of Professional members of the Chapter in good standing at the time of nomination or appointment. The President must be a member in good standing of SHRM. Board members may not be elected to serve more than two consecutive terms in the same position.

Section 3.
Term Limits of Office

Board members will be elected by the eligible voting members from the proposed slate of the nominating committee appointed by the Board of Directors. Each elected member of the Board will assume office on January 1 following his/her election and will hold office for two years or until his/her successor is elected and takes office. A member of the Board may succeed himself/herself no more than once in the same position.

Section 4.
Vacancies

Any vacancy in the Board may be filled by appointment of the President with consent of the Board of Directors for the unexpired term.

Section 5.
Quorum

A simple majority of the total Board of Directors will constitute a quorum for the transaction of business. The act of a majority of the members of the Board present at any meeting at which there is a quorum will be considered an act of the Board of Directors.

Section 6.
Powers & Duties

The Board of Directors is the governing body of the Chapter. The Board will transact all business of the Chapter except as prescribed otherwise in the Articles of Incorporation or Bylaws, including but not limited to:

A.	Developing a strategic plan and monitoring of its implementation;
B.	Setting policies which it determines to be consistent with the Chapter’s mission and key objectives;
C.	Taking appropriate action to invest preserve, expand and utilize the reserves of the Chapter;
D.	Approving an annual budget designed to further what it determines to be the Chapter’s objectives and monitors the success or failure of planned objectives;
E.	Establishing the Chapter’s Bylaws and amending them from time to time as appropriate and in accordance with Article IX of these Bylaws;
F.	Defining or revising the Chapter’s volunteer organizational structure;
G.	Ensuring the Chapter implements a succession plan for its volunteer leaders that will provide for a diverse, competent, dynamic and committed pool of members which can be considered for positions as openings arise at all levels of the organization;
H.	Participating in State and National initiatives as appropriate and approves the Chapter’s affiliations with other organizations and the terms for such affiliations.

A Professional member in good standing may request the President to place on the agenda of the next regular meeting any action taken by the Board of Directors.

Section 7.
Removal of Director & Officer

Any member of the Board may be removed from office, with cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting.

Section 8.
Duties & Responsibilities

A. The President	The President will preside at the meetings of the members and of the Board. He/she will direct the Chapter and have charge and supervision of the affairs and business of the Chapter. He/she will maintain liaison with SHRM. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office.
B. The President-Elect	The President-Elect, at the request of the President, or in his/her absence or disability, may perform any of the duties of the President. Responsibility of the President-Elect will include: serving in a leadership capacity with the State HR Conference when scheduled in Nashville, applying on behalf of the Chapter for the Superior Merit Award and coordinating Chapter volunteers in committees that support the goals of this position. He/she will have such other powers and perform such other liaison duties as the Board or the President may determine.
C. Membership Chair	The Membership Chair will encourage membership growth and will maintain the official membership roster of the Chapter as well as coordinating Chapter volunteers in committees that support the goals of this position. He/she will perform such other duties as assigned by the President.
D. Finance Chair	The Finance Chair will be responsible for the financial affairs of the Chapter. These responsibilities will include financial reports to the Board and arrangements for the annual examination audit of the accounts as may be required by the Board. He/she will be responsible for membership billing, providing financial reports to the Board and filing of annual taxes. He/she will also perform such other duties as assigned by the President.
E. Programs Chair	The Programs Chair will be responsible for programs conducted at regular meetings of the members. He/she will have the authority to appoint committees to plan and implement the activities associated with the position. He/she will also perform such other duties as assigned by the President.
F. Professional Development Chair	The Professional Development Chair will be responsible for workshops and seminars sponsored by the Chapter. He/she will also have the authority to appoint committees to plan and implement the activities associated with Professional Development, including College Relations, Legal Education, Leadership Development Program, HR Executive Forum and Certification. He/she will also perform such other duties as assigned by the President.
G. Legislative Chair	The Legislative Chair will be responsible for keeping the membership of the Chapter informed of governmental actions, which might have impact on the human resource field. He/she serves as the legislative liaison between the Chapter and SHRM, will provide regular reports to the membership on related legislative issues, and will coordinate Chapter volunteers in committees that support the goals of this position. He/she will encourage membership participation in the passage or rejection of Congressional and State legislative action affecting the human resource field and will act as the Chapter’s voice on issues that affect the HR profession. He/she will also perform such other duties as assigned by the President.
H. Workforce Planning Chair	The Workforce Planning Chair will be responsible for providing information to the membership about workforce trends, related statistical data, trends analysis, projections, best practices and available resources for employers. This Chair’s role will initiate chapter activities that support diversity, community involvement and career transition. He/she will act as a liaison to other organizations in order to coordinate a collaborative effort to improve the workforce in Middle Tennessee, and will coordinate Chapter volunteers in committees that support the goals of this position. He/she will also perform such other duties as assigned by the President.
I. Communications Chair	The Communications Chair will be responsible for communication strategies to membership, the communities the Chapter serves and the general public as appropriate. These responsibilities include but are not limited to: website updates, press releases, the Chapter newsletter, membership activities regarding Chapter news and events, college relations communications, and coordinating Chapter volunteers in committees that support the goals of this position. He/she will also perform such other duties as assigned by the President.
J. *Member Relations Chair*	The Member Relations Chair will be responsible for volunteer recruitment, assignment and recognition activities and for coordinating Chapter volunteers in committees that support the goals of this position. He/she will also perform such other duties as assigned by the President.
K. *Immediate Past President*	In addition to the elected officers, the Immediate Past President will serve as a member of the Board in an advisory capacity and will have such other duties as assigned by the President.
L. Sponsorship Chair	The Sponsorship Chair will be responsible for working closely with all committees, but especially Programs, Professional Development and Workforce Readiness to recruit and acquire sponsorships. Sponsorships are used to offset the cost delivering high quality professional programs that serve the professional and advance the profession. He/she will also perform such other duties as assigned by the President.

ARTICLE VII – Committees
Section 1. Committee Organization	Board members responsible for committees are responsible for appointing vice-chairs to act as committee heads. The committee vice-chair and the supervising Board member will seek interested members to participate in committee activities and may utilize the assistance of the Member Relations Chair for recruitment purposes. Special committees or task forces may be organized by the President to meet particular Chapter needs.
Section 2. Committee Activity	Committees are established to provide the Chapter with special ongoing services such as Programs, Membership Communications, Legislative Affairs, Professional Development, College Relations, Workforce Readiness, etc.

In the event of the Chapter's dissolution, the remaining monies in the Treasury, after Chapter expenses have been paid, will be contributed to an organization (e.g., the SHRM Foundation, a local student chapter, the state council, an HR-degree program, or other such organization or charity) decided upon by the Board of Directors at the time of dissolution.

The Chapter adopts SHRM's Code of Ethical Standards for the HR Profession for members of the Chapter in order to promote and maintain the highest standards among its members. Each member will honor, respect and support the purpose of this Chapter and SHRM.

The Chapter will not be represented as advocating or endorsing any issue unless approved by the Board of Directors.

No member will actively solicit business from any other member at Chapter meetings or through the use of information provided to him/her as a member of the Chapter without approval from the Board of Directors.

The Bylaws may be amended by a majority vote of for which a quorum exists and in which required notice has been met, provided that no such amendment shall be effective unless and until approved by the SHRM President/CEO or his/her designee as being in furtherance of the purposes of the SHRM and not in conflict with SHRM bylaws. Any motion to amend the bylaws shall clearly state that it is not effective unless and until approved by the SHRM President/CEO or his/her designee.

Roberts Rules of Order, as amended, will govern all parliamentary procedures unless otherwise specified in these by-laws.

Affiliated chapter status may be withdrawn by the President/CEO of SHRM or his/her designee as a representative of the SHRM Board of Directors upon finding that the activities of the Chapter are inconsistent with or contrary to the best interests of SHRM. Prior to withdrawal of such status, the Chapter shall have an opportunity to review a written statement of the reasons for such proposed withdrawal and an opportunity to provide the SHRM Board of Directors with a written response to such a proposal within a thirty (30) day period. In addition, when the Chapter fails to maintain the required affiliation standards as set forth by the SHRM Board of Directors, it is subject to immediate disaffiliation by SHRM. After withdrawal of Chapter status, the SHRM Board of Directors may cause a new Chapter to be created, or, with the consent of the President/CEO of SHRM and the consent of the body which has had Chapter status withdrawn, may re-confer Chapter status upon such body.
Ratified by the Membership of Chapter and signed by:

Chapter President _____________________________ Date ____________

Approved by:
SHRM President/CEO or President/CEO Designee:
____________________________________________ Date ____________.

Revision date 1-23-09